Faceless Stalker

Medium aberration (shapechanger), chaotic evil

Armor Class 15 (natural armor)
Hit Points 121 (11d8 + 33)
Speed 30 ft.

STR	DEX	CON	INT	WIS	CHA
16 (+3)	16 (+3)	16 (+3)	11 (+0)	10 (+0)	12 (+1)

Saving Throws Dex +6, Wis +3
Skills Perception +3, Stealth +6
Damage Resistances Piercing, and Slashing from nonmagical attacks
Senses darkvision 60 ft., passive Perception 13
Languages Aquan, Common; tongues
Challenge 5 (1,800 XP)

SPECIAL TRAITS

• Blood Frenzy. Anytime the faceless stalker does necrotic damage to a living creature, it becomes invigorated. It receives the benefits of a haste spell until the end of its next turn. It does not suffer the exhausting aftereffects of a haste spell so long as it continues to do necrotic damage to a living creature. Faceless. In its natural form, a faceless stalker has no discernible facial features. It has advantage on any saving throws made to resist attacks or effects that target the senses. This includes gaze attacks, odor-based attacks, thunder attacks and similar attacks. This bonus does not apply to illusions.
• Legendary Resistance (1/Day). If the faceless stalker fails a saving throw, it can choose to succeed instead.
• Magic Weapons. A faceless stalker’s weapon attacks are magical.

ACTIONS

• Multiattack. The faceless stalker makes two attacks, only one of which can be a blood drain slam attack.
• Masterwork Longsword. Melee Weapon Attack: +6 to hit, reach 5 ft., one creature. Hit: 7 (1d8 + 3) slashing damage.
• Blood Drain Slam. Melee Weapon Attack: +6 to hit, reach 5 ft., one creature. Hit: 6 (1d6 + 3) piercing damage plus 7 (2d6) necrotic damage. The target’s hit point maximum is reduced by an amount equal to the necrotic damage taken as the tiny suction pads that cover the creatures arms draw blood from its target, and the faceless stalker regains hit points equal to that amount. The reduction lasts until the target finishes a long rest. The target dies if this effect reduces its hit point maximum to 0.
• Shapechanger. The faceless stalker can use its action to polymorph into a Small or Medium humanoid it has seen, or back into its true form. Its statistics, other than its size, are the same in each form. Any equipment it is wearing or carrying isn’t transformed. It reverts to its true form if it dies.

LEGENDARY ACTIONS

The faceless stalker can take 1 legendary action, choosing from the options below. Only one legendary option can be used at a time and only at the end of another creature’s turn. The faceless stalker regains spent legendary actions at the start of its turn.

• Attack. The faceless stalker makes one attack of its choice.
• Maddening Duplication. A faceless stalker can focus its will on a Small or Medium humanoid within 30 feet and rearrange its rubbery facial features to perfectly mimic the humanoid’s face. The duplication effect is over in the blink of an eye and is only noticed by the humanoid whose face the faceless stalker duplicated. If the humanoid can see the faceless stalker’s brief yet disturbing transformation, the target must succeed on a DC 15 Wisdom saving throw or become confused for 1 minute (as the spell).

ABOUT

These hairless, leathery bipeds with faces dominated by unsettling whorls and slits rather than actual features were created by aboleth fleshwarpers ages ago as living weapons. Scorned by their former masters when the scheme for which they were designed unraveled, the faceless stalkers fled into swamps, marshes, or any other dark, wet places they could find—the closest they could come to the aquatic cities they once considered home. Shapeshifting Spies. Originally designed to serve as spies that could walk uncontested among the air-breathing races, faceless stalkers adopt new forms by reshaping their skin and contorting their rubbery bodies. This painful process takes approximately 10 uninterrupted minutes—a faceless stalker typically seeks a private place to do it, avoiding even others of its own kind. The sensation of returning to its true form is quite exhilarating and results in a momentary burst of euphoria. Blook Soaker. Faceless stalkers cannot digest solid food even when in the form of a creature with a mouth. Instead, they subsist on liquids, including blood. In their natural forms, they have three hollow tongues which they use to penetrate and lap blood from their victims. Since they have no particular skill at grappling foes, most faceless stalkers wait until a victim is helpless or asleep before attempting to drink its blood—although the best is when a victim is helpless but conscious during the process, so that the faceless stalker can “play with its food” by having grisly and cruel conversations with it.